Sony confirms terminating $10 billion India merger with Zee

Sony issued a notice to Zee Entertainment Enterprises Ltd (ZEEL) calling off the December 22, 2021 agreement to merge ZEEL and CME.

Sony Group Corp.  said it has officially notified Zee Entertainment Enterprises Ltd. of plans to call off the merger between its India unit and the media network, ending a two-year acquisition saga and leaving Zee vulnerable to competition as rivals bulk up.

The Japanese entertainment giant said Monday that it has sent a termination letter to Zee as the conditions necessary for the merger were not met.

The move follows a stalemate between the companies over whether Zee’s Chief Executive Officer Punit Goenka would lead the merged entity amid an investigation into his conduct by India’s capital markets regulator. The standoff now appears to have scuttled the deal, which would have created a $10 billion media giant with the financial muscle to take on global powerhouses Netflix Inc. and Amazon.com Inc.

Bloomberg News reported earlier in the day that Sony had sent such a notice to Zee, calling off the merger as the two sides failed to resolve the leadership dispute. Zee said as late as Friday last week that they were still in talks to complete the merger.

If Goenka is ousted from Zee, which has seen deteriorating financial health, Sony can potentially reconsider another merger proposal, according to one of the people familiar with the developments who did not want to be identified as the details are private.

Zee’s profit for the year ended March 31 dropped 95% to 478 million rupees ($5.8 million) compared with the previous period.

Grace Period
The termination letter from Sony came after a 30-day grace period ended over the weekend when the two sides couldn’t reach an agreement on a deadline set in late December.

The last-lap tussle over leadership was the single biggest hurdle for the deal — Zee was insisting that Goenka would lead the new entity as agreed in the 2021 pact, while Sony was wary of his appointment given the regulatory probe against him.

The Securities and Exchange Board of India alleged in June that the Mumbai-based media house faked the recovery of loans to cover private financing deals by its founder, Subhash Chandra. Chandra and his son, Goenka, “abused their position” and siphoned off funds, SEBI said in an interim order, barring Goenka from executive or director appointments in listed companies.

While Goenka got a reprieve from an appellate authority against the Sebi order, Sony viewed the ongoing probe as a corporate governance issue, Bloomberg reported earlier.

The collapsed deal, which had received almost all regulatory approvals, would have created an entertainment behemoth in which Sony was supposed to own a 50.86% stake, with Goenka’s family owning 3.99%.

Sony, which will now have to redraw its media plans for the world’s most-populous country, was expected to benefit from Zee’s deep library of content in regional Indian languages and its bouquet of dozens of local television channels.

Zee not only faces financial vulnerability and investor angst, it’s also going to compete against stronger rivals as Reliance Industries Ltd. and Walt Disney Co. plow on in their talks to merge their India media operations.